Les
mer om hva HDC mener:

FoHs
Demands

The
following e- mail was recived from The Foundation Friends of Haydom (FoH)
by board members of HDC on the 30th of April 2006. The chairman of the
Board of HDC, Øystein Olsen, supported the requirements made by FoH:

"To
the Board of Haydom Development Company

Board
meeting 13th May 2006

Background
Information for the foundation Friends of Haydom’s investment in Haydom
Development Company.

Friends
of Haydom (FoH) is a foundation that has the aim and purpose to contribute
to Haydom Lutheran Hospital (HLH) economically and with material means. As
farming has been chosen as a good way to provide income to the hospital,
considerable funds have been invested in Mulbadaw Farm and CMSC.

To give the donors in Norway the assurance they deserve as FoH now invests
in a commercial venture/shareholder company, the foundation now wants, as
a security, to have direct influence in the company, by owning shares that
reflect the investments.

Below
a list of viewpoints and requirements is given:

1)General
Views and Requirements

a)FoH has
for several years worked very successfully to raise money for direct
support of the hospital HLH, including both funds to directly balance the
hospital budget and also special investments like CT. FoH has also raised
funds for community investments like schools and churches and just
recently for a dormitory for girls at the secondary school at Haydom. When
the possibility and interest to invest in a farm was discussed in the
board of FoH in Norway, it was made clear that the current organisation
could not take on this additional task. What made it possible to continue
to consider this undertaking, was that a group in Rogaland, which is
reasonably close to Mandal and one of the main agriculture districts in
Norway, was starting to think that a farm related to HLH could be a good
and realistic project for them to take responsibilityfor. Thus, for FoH, it was from the beginning of the farm project,
a clear assumption that the handling of this project should be the
responsibility of the Rogaland group of FoH. Olaf Myklatun was very early
in the farm project asked to take the lead in this group and to be
responsible for all aspects of this project on behalf of FoH. He is
accepting this challenge under the following assumptions:

i)The
structure of ownership, possible trust/foundation and title deed, and the
top level organization of the farm and CMSC, must be in place within short
time, or at least agreed in writing if the execution of this takes some
time. For details, see further below.

ii)Toralf
Rugland is offered and accepts to take the role as Managing Director of
the company that runs the farm and CMSC.

The
board of FoH has agreed with Olaf Myklatun that his assumptions are
acceptable and indeed the same assumptions that FoH now have for further
engagement in the project.

b)FoH,
through the Rogaland group, has taken a loan in a local bank of 3,5
million NOK, enough to pay the price for CMSC. Of this 50% has been used
to pay the first instalment of CMSC. The rest 50% will be made available
as soon as there is a written agreement between HDC and FoH that meets the
concerns of FoH. FoH does not have any fallback solution to propose if it
turns out to be impossible to reach agreement, but it is clear that FoH
currently considers the engagement in the farm and CMSC as a high risk
engagement, and would look for ways to reduce this risk.

c)When the
farm project was started, FoH asked Oddvar Jakobsen to represent FoH in
the HDC board. As things have developed, FoH no longer wishes Oddvar to
represent FoH in any way. FoH further would like that Oddvar sells his
shares in HDC to FoH (possibly via Øystein, see 2.b.i below), but is not
requiring this now, as long as he will have a minor part of the shares.
FoH represented by Harald Haagensen, has understood this transaction in
such a way, that Oddvar could buy his shares as a security for the money
he has lent to the farm, and that he was willing to sell these shares on
request from FoH.

d)FoH has
no other intentions with its engagement in the farm and CMSC than to
support HLH. And it should be noted, that the engagement came about after
a strong recommendation from the late Dr. OHE Olsen.

2)Organisation
What is stated below are the requirements that FoH has to the structure
and organization of the farm and CMSC. The requirements are written with
our current understanding of Tanzanian Law and rules, and we ask that any
errors or misunderstandings are commented.

a)Long
term/final organisation

i)A
foundation (or trust?) is established to own the land of the farm and CMSC,
with an aim and purpose to support HLH. This foundation shall own what
must be owned by a Tanzanian legal entity. The foundation engages in one
or more long-term rental agreement(s) (33, 66 or 99? years) with one or
more operating companies.

(1)Foundation
establishment: FoH establish the foundation by changing some of the loans
to foundation capital (proposal: the equivalent of NOK 200.000). The new
foundation receives the necessary capital to finance purchase of the
properties, as loans or donations from FoH.

(2)Foundation
Board:

(a)As we
understand the law, the board of a Tanzanian foundation must have a
majority of Tanzanian citizens and residents.

(b)Board
structure: two persons from FoH, the leader of HLH and two other Tanzanian
citizens or residents, - one of the two from FoH will be the chairman of
the board.

ii)An
operating company (ltd), (as time goes there will probably be several
companies) which rents land from the foundation and itself owns buildings
and equipment. The operation is financed by FoH.

(1)Share
Capital: FoH shall own and vote for more than 90% of the share capital,
probably at least the equivalent of 1 million NOK (the amount can be
discussed).

(2)Board:
FoH requires having the chairman of the board and majority in the board.
This may be changed in connection with the farm and CMSC becoming free of
debts (both in the foundation and in the operating company (-ies) and no
more owes money to FoH.)

iii)Schedule:
This organization must be implemented as soon as practically possible

b)Transformation
from today’s HDC to the “Long term/final organization”.

i)FoH sends
to Kari Olsen (Mama Kari) (as a private person) 1 million NOK as a loan to
be secured in the shares in HDC when these are bought. The HDC board
accepts and registers this as new share capital in HDC. As soon as
possible, Mama Kari shall sell her shares to FoH. This will make HDC a
foreign company. (This is probably already the case, since Oddvar is not a
Tanzanian citizen and owns a majority of the shares. If I understood
Oddvar right when we discussed this on the phone: in this case it does not
help to be a resident.)

ii)The HDC
board shall as soon as the new shares are registered, call an
extraordinary general meeting to elect a new board. Since HDC not yet owns
land (no title deed issued yet), we assume that a board with chairman and
majority from FoH (i.e. according to 2.a.ii.2) can be installed: Olaf
Myklatun (chairman), Martin Vold, Øystein Evjen Olsen and two Tanzanian
citizens that will be proposed by the management of HLH and FoH. Toralf
Rugland will meet in the board as managing director. Board meetings are
held at HDC, or by means of telephone conferences and/or e-mail when
necessary due to time constraints.

iii)HDC pays
the second instalment on CMSC, which is then fully paid for, by means of
share capital and loan from FoH. As soon as the Tanzanian foundation is
registered, the title deed of CMSC can be issued to this foundation, -
buildings and equipment can be transferred to HDC and the rental agreement
for the land can be signed. Similarly, agreements are signed that the new
foundation takes over the rights and duties related to the land of the
farm, and a long term rental agreement with HDC is signed.

iv)FoH makes
available the necessary funds to operate the farm and CMSC from now on.

v)The new
HDC board offers Toralf Rugland the position as Managing Director, and
Halvdan Jacobsen is offered another position at the farm. Work
descriptions and expectations to Toralf and Halvdan are dealt with by the
new HDC board.